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EX-99.1 - Vyteris Holdings (Nevada), Inc. | v173452_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 2, 2010
VYTERIS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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000-32741
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84-1394211
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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13-01 Pollitt Drive, Fair Lawn,
NJ
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07410
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone
number, including area code (201) 703-2299
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
On
February 2, 2010, Vyteris, Inc. (the “Registrant”) consummated a private
placement to accredited investors (“Investors”) of $1,060,000 principal amount
of Senior Subordinated Convertible Promissory Notes due 2013 (the
“Notes”). The Notes bear no interest and are convertible into common
stock of the Registrant at the option of the Investors at an initial conversion
price of $0.20 per share. In addition, the Notes automatically
convert into common stock of the Registrant if the closing bid price of the
Registrant’s common stock equals or exceeds 300% of the conversion price for a
period of twenty consecutive trading days. The sale of the Notes also
included issuance to Investors of five-year warrants to purchase an aggregate of
5,300,000 shares of the Registrant’s common stock with an exercise price of
$0.20 per share. This private placement transaction to accredited investors is
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof and Regulation D, promulgated thereunder.
The
Registrant received net proceeds of $879,200 after payment of an aggregate of
$137,800 of commissions and expense allowance to registered broker-dealers, as
well as one finder, and approximately $43,000 of other offering and related
costs. The registered broker-dealers, as well as one finder, also
received in the aggregate warrants to purchase 2,120,000 shares of the
Registrant’s common stock bearing substantially the same terms as the Investor
warrants. In conjunction therewith, the Registrant provided customary
“piggyback” registration rights for a 24-month period to the Investors with
respect to the shares of common stock of Registrant underlying the notes and
warrants.
Item
3.02 Unregistered Sale of Equity Securities
See Item
1.01 above.
Item
9.01 Financial Statements and Exhibits
The
following Exhibits are attached to this Current Report:
99.1 Press release dated February 8,
2010
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
VYTERIS,
INC.
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By:
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/s/ Joseph Himy
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Name:
Joseph Himy
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Title:
Chief Financial Officer
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Dated: February
8, 2010
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